Conflict

[Guest Itsme]

Original bylaws done April 2006 same person sit as amended Fililing below  

 

amendment was filed 2008 closing members choice to vote out BOD. Only BOD can vote out each other. But they will not or can not show members voting on this amendment. So it’s a full Monopoly 

[Guest Itsme]

3 minutes ago, Guest Itsme said:

Original bylaws done April 2006 same person sit as amended Fililing below  

 

amendment was filed 2008 closing members choice to vote out BOD. Only BOD can vote out each other. But they will not or can not show members voting on this amendment. So it’s a full Monopoly 

Also annual board meetings are in April. 

[Atul Kapur]

It's not clear: What is your question?

You may also want to fill in a few more details about the situation. Your description here is fairly cryptic.

[Guest Itsme]

My question is 

1. If they file an amendment wouldn’t they have to have a vote annually with members present. 

1a if above is the case then when asking for proof and non provided then wouldn’t that amendment be null?  

 

Reason i ask is open records won’t be released to members. And things look like it’s not on the up and up. So then the next step would be voting them out of BOD with 2/3 member votes. But they closed that state law with a bylaw “only BOD can vote out each other with 2/3 vote. 

[Atul Kapur]

You do not give nearly enough information to begin to answer your questions.

You mention amended filings (I believe that's what you mean), filing amendments, and state law, which suggests that this is a corporation with corporate filings to the state. If this is the case, you will have to carefully review the state law that applies, along with the Articles of Incorporation and Bylaws. I suggest that you review them with a lawyer who has experience and expertise in the corporate laws of the state.

Edited August 27, 2019 at 10:06 PM by Atul Kapur
Initially sent before editing for clarity.

[Josh Martin]

2 hours ago, Guest Itsme said:

1. If they file an amendment wouldn’t they have to have a vote annually with members present. 

Your bylaws should specify the manner in which the bylaws are amended. If your bylaws are silent regarding their amendment, it would need to be voted on by the membership, and prior notice would be required.

2 hours ago, Guest Itsme said:

1a if above is the case then when asking for proof and non provided then wouldn’t that amendment be null?  

Assuming that your bylaws require that members vote on the motion, the failure to provide evidence of this, in and of itself, does not make the amendment null and void. If it is in fact the case, however, that the amendment was not adopted by the members, the amendment would be null and void, and the failure to provide evidence of this vote certainly seems to weigh in favor of that possibility.

2 hours ago, Guest Itsme said:

Reason i ask is open records won’t be released to members.

Members have a right to view minutes of membership meetings.

2 hours ago, Guest Itsme said:

So then the next step would be voting them out of BOD with 2/3 member votes. But they closed that state law with a bylaw “only BOD can vote out each other with 2/3 vote. 

If members are required to approve amendments to the bylaws, and this did not occur for the amendment in question, a member should raise a Point of Order that the amendment is null and void, followed by an Appeal if necessary. A majority vote is sufficient to overturn the chair’s ruling. Assuming the assembly does in fact determine the amendment is null and void, the assembly may then proceed with the removal procedures.

I would also suggest consulting an attorney.

 

Edited August 27, 2019 at 09:55 PM by Josh Martin